Exhibit 10.16
CERTAIN CONFIDENTIAL PORTIONS OF
THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A
COMPLETE VERSION OF THE EXHIBIT HAS BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN
APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE
SECURITIES ACT OF 1933.
AMENDMENT #9
TO AMENDED AND RESTATED
DEVELOPMENT,
LICENSE AND SUPPLY
AGREEMENT
This Amendment # 9 effective as of
the last date on the signature page hereof and upon execution of
the Settlement and License Agreement (as defined below) (the
“Amendment Effective Date”), by and between CIMA LABS
INC., a Delaware corporation (“CIMA”), and Azur Pharma
Limited, an Irish limited company (“AZUR”), as assignee
of Azur Pharma International III Limited, a Bermuda corporation,
amends and supplements that certain Amended and Restated
Development, License and Supply Agreement between CIMA and AZUR
dated August 22, 2005, as amended by that Amendment #1
effective October 19, 2005, Amendment #2 effective
April 10, 2007, Amendment #3 effective as of January 1,
2008, Amendment #4 effective as of April 15, 2008, Amendment
#5 effective as of September 9, 2008, Amendment #6 effective
as of March 6, 2009 (“Amendment #6), and Amendment #7
effective as of February 20, 2009 (“Amendment #7), and
Amendment #8 effective as of March 12, 2010 (“Amendment
#8) (collectively, the “Agreement”).
WHEREAS, CIMA and AZUR are seeking
to settle the CIMA/AZUR v. Barr litigation, Civil Action
No. 08-531(LPS) and 09-349 (LPS) (jointly with 08-531(LPS)),
currently pending in the United States District Court for the
District of Delaware (the “Pending Litigation”);
and
WHEREAS, CIMA and AZUR intend to
enter into the Teva Settlement and License Agreement between CIMA
and AZUR on one hand and Teva/Barr on the other hand as part of
such settlement of the Pending Litigation (the “Settlement
and License Agreement”).
NOW, THEREFORE, the parties hereby
agree to amend the Agreement as follows:
(1) ***
(2) ***
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Portions of this page have been
omitted pursuant to a request for Confidential Treatment and filed
separately with the Commission.
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(a) ***
(b) ***
(c) ***
(d) ***
(e) ***
(f) ***
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Portions of this page have been
omitted pursuant to a request for Confidential Treatment and filed
separately with the Commission.
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2.
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(3) ***
(4) The introductory paragraph of
Section 11.1 of the Agreement shall be deleted in its entirety
and replaced with the following:
“The term of this Agreement
shall begin upon the Effective Date and unless sooner terminated as
hereinafter provided, shall end on January 2, 2020.
Notwithstanding the foregoing, this Agreement may be terminated as
follows:”
(
